Commission File Number 001-42474 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ribbon Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporat ...

Financial Performance - As of September 30, 2025, the company reported a net income of $62,142 for the three months ended, with operating expenses of $463,712 and income from marketable securities of $525,854[127] - For the nine months ended September 30, 2025, the company had a net income of $569,295, consisting of operating expenses of $892,007 and income from marketable securities of $1,461,302[127] IPO Details - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[128] - A total of $50,000,000 from the IPO proceeds was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds[129] - The underwriters of the IPO are entitled to a cash underwriting discount of 2% of the gross proceeds, amounting to $1,000,000, with a deferred discount of 4% upon completion of the initial business combination[135] Business Combination - The company entered into a Business Combination Agreement with DRC Medicine Inc. on June 30, 2025, with no material changes to the terms as of the report date[123] - The aggregate merger consideration for the Business Combination will be determined by dividing 350,000,000 by the redemption price of Ribbon Class A Ordinary Shares[138] Financial Position and Concerns - The company has a working capital deficit of $190,092 as of September 30, 2025, and net cash used in operating activities was $637,983[131] - The company expects to incur significant costs in pursuit of its initial business combination and has raised concerns about its ability to continue as a going concern[132] - The company has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[132]

Financial Performance - Ribbon Acquisition Corporation had a net income of $271,297 for the three months ended June 30, 2025, with operating expenses of $242,894 and income from marketable securities of $514,191[100]. - For the six months ended June 30, 2025, the net income was $507,153, consisting of operating expenses of $428,295 and income from marketable securities of $935,448[100]. IPO and Funding - The IPO generated gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit, along with an additional $2,220,000 from the sale of 220,000 private placement units[101]. - As of June 30, 2025, Ribbon had $292,628 in cash and a working capital of $273,620, with liquidity needs satisfied through net proceeds from the IPO and private placement[104]. - The underwriters are entitled to a cash underwriting discount of 2% of the gross proceeds from the IPO, amounting to $1,000,000, with a deferred underwriting discount of 4% upon completion of the initial business combination[108]. Business Combination and Operations - The Business Combination Agreement involves an aggregate merger consideration of $350,000,000, which will be determined by the redemption price of Ribbon Class A Ordinary Shares[97]. - Ribbon has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[105]. - The company expects to incur significant costs in pursuing its acquisition plans and has raised concerns about its ability to continue as a going concern[105]. - Ribbon has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and identifying a target company for a business combination[98]. Investment Strategy - The Trust Account will only invest in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting specific conditions[102]. Regulatory Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[117]. - The exemptions may include not providing an auditor's attestation report on internal controls over financial reporting[117]. - The company may also avoid disclosing certain executive compensation items, such as the correlation between executive compensation and performance[117].

Financial Performance - The company had a net income of $235,856 for the three months ended March 31, 2025, consisting of operating expenses of $185,401 and income from marketable securities of $421,257[87]. IPO and Fundraising - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[88]. - An additional $2,220,000 was raised through the sale of 220,000 Private Placement Units at $10.00 each, bringing total gross proceeds to $52,220,000[88]. - The company plans to use the net proceeds from the IPO and private placement primarily for its initial business combination and related expenses, including a deferred underwriting discount of 4% of the total gross proceeds[90]. Financial Position - As of March 31, 2025, the company had $536,022 in cash and a working capital of $516,514[91]. - The company has no off-balance sheet arrangements or contractual obligations as of March 31, 2025[94][101]. Business Operations and Future Outlook - The company has not engaged in any operations or generated revenues to date, with no assurance of future revenue until after the initial business combination[85]. - The company expects to incur significant costs related to being a public company and pursuing its acquisition plans[86]. - The company has until January 16, 2026, to complete its initial business combination, or it will face automatic liquidation[93]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[102].

IPO and Fundraising - The company completed its initial public offering (IPO) on January 16, 2025, raising total gross proceeds of $50,000,000 by selling 5,000,000 units at an offering price of $10.00 per unit[23]. - A total of $50,000,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders[25]. - The company generated gross proceeds of $50,000,000 from its IPO of 5,000,000 units at $10.00 per unit on January 16, 2025[151]. - An additional $2,200,000 was raised through the private placement of 220,000 units at the same price, totaling gross proceeds of $52,200,000[138]. - The company has $50 million available for a business combination, assuming no redemptions before fees and expenses[65]. Financial Performance and Position - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[27]. - The company had a net loss of $10,305 for the year ended December 31, 2024, which consisted entirely of formation costs[150]. - As of December 31, 2024, the company had nil in cash and a working capital of $493,967[154]. - The company has incurred significant costs related to being a public company and expects to continue incurring such costs[156]. - The company does not expect its disclosure controls to prevent all errors or fraud, acknowledging inherent limitations[170]. Business Strategy and Acquisition Focus - The management team has extensive experience in cross-border mergers and acquisitions, capital raising, and investment, which is expected to drive future acquisition strategies[29]. - The company intends to focus on acquiring businesses with strong cash flow, defensible market positions, and talented management teams[41]. - The management team aims to leverage its industry relationships to identify high-quality business combination opportunities[31]. - The company will not pursue initial business combinations with companies based in or primarily operating in Greater China due to regulatory risks[35]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[48]. Regulatory and Compliance Matters - The company does not hold any equity interest in PRC companies and believes it is not required to obtain permissions from PRC authorities for its current operations or offerings[45]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[46]. - Shareholder approval may be required for the initial business combination under Nasdaq rules if certain conditions are met[82]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[98]. - The company must maintain net tangible assets of at least $5,000,001 to consummate the initial business combination[122]. Shareholder Rights and Redemption Process - Public shareholders will have the opportunity to redeem their ordinary shares at a per-share price of approximately $10.00, which may increase by up to $0.10 if the sponsor extends the business combination period[89]. - The redemption process will remain open for at least 20 business days, and the company will not complete the initial business combination until the expiration of this period[92]. - If the initial business combination is not completed within 12 months, the company will redeem public shares at a price equal to the amount in the trust account, minus up to $100,000 for dissolution expenses[107]. - Shareholders must tender their certificates or deliver shares electronically to exercise redemption rights, ensuring the election to redeem is irrevocable once the business combination is approved[101]. - If the proposed business combination is not completed, shareholders who elected to redeem their shares will not be entitled to any redemption[105]. Management and Governance - The company is classified as an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[63]. - The board of directors consists of four members, with terms of office divided into three classes, each serving a three-year term[188]. - The company has determined that three directors are independent under SEC and Nasdaq rules, ensuring compliance with corporate governance standards[191]. - The audit committee consists of three members, all of whom are financially literate, with one member designated as an "audit committee financial expert" by the Board[196][199]. - The company has established a Code of Ethics applicable to its directors, officers, and employees, which is available for review in public filings[205]. Conflicts of Interest and Related Party Transactions - The management team believes their operational and transactional experience will provide a substantial number of potential business combination targets[54]. - Officers and directors may have conflicts of interest due to multiple business affiliations, but they are contractually obligated to present suitable business opportunities to the company first[209]. - The company is not prohibited from pursuing an initial business combination with an affiliated entity, provided an independent opinion on fairness is obtained[212]. - The company may indemnify its officers and directors to the maximum extent permitted by law, including for liabilities incurred in their capacities[215]. - The company will pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative services until the earlier of the initial business combination or liquidation[192].

As filed with the U.S. Securities and Exchange Commission on January 8, 2025. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Em ...

As filed with the U.S. Securities and Exchange Commission on December 20, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. ...

As filed with the U.S. Securities and Exchange Commission on December 5, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. E ...

As filed with the U.S. Securities and Exchange Commission on November 13, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp As filed with the U.S. Securities and Exchange Commission on October 15, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its constitutional documents) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...